(a)
Article 9A definitions. In this Article:
(1) "Accession" means goods that are physically united with
other goods in such a manner that the identity of the original
goods is not lost.
(2)(A) "Account," except as used in "account for," means a
right to payment of a monetary obligation, whether or not earned by
performance, (i) for property that has been or is to be sold,
leased, licensed, assigned, or otherwise disposed of, (ii) for
services rendered or to be rendered, (iii) for a policy of
insurance issued or to be issued, (iv) for a secondary obligation
incurred or to be incurred, (v) for energy provided or to be
provided, (vi) for the use or hire of a vessel under a charter or
other contract, (vii) arising out of the use of a credit or charge
card or information contained on or for use with the card, or
(viii) as winnings in a lottery or other game of chance operated or
sponsored by a state, governmental unit of a state, or person
licensed or authorized to operate the game by a state or
governmental unit of a state. The term includes
health-care-insurance receivables.
(B) The term does not include (i) rights to payment evidenced
by chattel paper or an instrument, (ii) commercial tort claims,
(iii) deposit accounts, (iv) investment property, (v)
letter-of-credit rights or letters of credit, or (vi) rights to
payment for money or funds advanced or sold, other than rights
arising out of the use of a credit or charge card or information
contained on or for use with the card.
(3) "Account debtor" means a person obligated on an account,
chattel paper, or general intangible. The term does not include
persons obligated to pay a negotiable instrument, even if the
instrument constitutes part of chattel paper.
(4) "Accounting," except as used in "accounting for," means a
record:
(A) Authenticated by a secured party;
(B) Indicating the aggregate unpaid secured obligations as of
a date not more than thirty-five days earlier or thirty-five days
later than the date of the record; and
(C) Identifying the components of the obligations in
reasonable detail.
(5) "Agricultural lien" means an interest, other than a
security interest, in farm products:
(A) Which secures payment or performance of an obligation for:
(i) Goods or services furnished in connection with a debtor's
farming operation; or
(ii) Rent on real property leased by a debtor in connection
with its farming operation;
(B) Which is created by statute in favor of a person that:
(i) In the ordinary course of its business, furnished goods or
services to a debtor in connection with a debtor's farming
operation; or
(ii) Leased real property to a debtor in connection with the
debtor's farming operation; and
(C) Whose effectiveness does not depend on the person's
possession of the personal property.
(6) "As-extracted collateral" means:
(A) Oil, gas, or other minerals that are subject to a security
interest that:
(i) Is created by a debtor having an interest in the minerals
before extraction; and
(ii) Attaches to the minerals as extracted; or
(B) Accounts arising out of the sale at the wellhead or
minehead of oil, gas, or other minerals in which the debtor had an
interest before extraction.
(7) "Authenticate" means:
(A) To sign; or
(B) To execute or otherwise adopt a symbol, or encrypt or
similarly process a record in whole or in part, with the present
intent of the authenticating person to identify the person and
adopt or accept a record.
(8) "Bank" means an organization that is engaged in the
business of banking. The term includes savings banks, savings and
loan associations, credit unions, and trust companies.
(9) "Cash proceeds" means proceeds that are money, checks,
deposit accounts, or the like.
(10) "Certificate of title" means a certificate of title with
respect to which a statute provides for the security interest in
question to be indicated on the certificate as a condition or
result of the security interest's obtaining priority over the
rights of a lien creditor with respect to the collateral.
(11) "Chattel paper" means a record or records that evidence
both a monetary obligation and a security interest in specific
goods, a security interest in specific goods and software used in
the goods, a security interest in specific goods and license of
software used in the goods, a lease of specific goods, or a lease
of specific goods and license of software used in the goods. In
this subsection, "monetary obligation" means a monetary obligation
secured by the goods or owed under a lease of the goods and
includes a monetary obligation with respect to software used in the
goods. The term "chattel paper" does not include (A) charters or
other contracts involving the use or hire of a vessel or (B)
records that evidence a right to payment arising out of the use of
a credit or charge card or information contained on or for use with
the card. If a transaction is evidenced by records that include an
instrument or series of instruments, the group of records taken
together constitutes chattel paper.
(12) "Collateral" means the property subject to a security
interest or agricultural lien. The term includes:
(A) Proceeds to which a security interest attaches;
(B) Accounts, chattel paper, payment intangibles, and
promissory notes that have been sold; and
(C) Goods that are the subject of a consignment.
(13) "Commercial tort claim" means a claim arising in tort
with respect to which:
(A) The claimant is an organization; or
(B) The claimant is an individual, and the claim:
(i) Arose in the course of the claimant's business or
profession; and
(ii) Does not include damages arising out of personal injury
to, or the death of, an individual.
(14) "Commodity account" means an account maintained by a
commodity intermediary in which a commodity contract is carried for
a commodity customer.
(15) "Commodity contract" means a commodity futures contract,
an option on a commodity futures contract, a commodity option, or
another contract if the contract or option is:
(A) Traded on or subject to the rules of a board of trade that
has been designated as a contract market for such a contract
pursuant to federal commodities laws; or
(B) Traded on a foreign commodity board of trade, exchange, or
market, and is carried on the books of a commodity intermediary for
a commodity customer.
(16) "Commodity customer" means a person for which a commodity
intermediary carries a commodity contract on its books.
(17) "Commodity intermediary" means a person that:
(A) Is registered as a futures commission merchant under
federal commodities law; or
(B) In the ordinary course of its business, provides clearance
or settlement services for a board of trade that has been
designated as a contract market pursuant to federal commodities
law.
(18) "Communicate" means:
(A) To send a written or other tangible record;
(B) To transmit a record by any means agreed upon by the
persons sending and receiving the record; or
(C) In the case of transmission of a record to or by a filing
office, to transmit a record by any means prescribed by
filing-office rule.
(19) "Consignee" means a merchant to which goods are delivered
in a consignment.
(20) "Consignment" means a transaction, regardless of its
form, in which a person delivers goods to a merchant for the
purpose of sale and:
(A) The merchant:
(i) Deals in goods of that kind under a name other than the
name of the person making delivery;
(ii) Is not an auctioneer; and
(iii) Is not generally known by its creditors to be
substantially engaged in selling the goods of others;
(B) With respect to each delivery, the aggregate value of the
goods is one thousand dollars or more at the time of delivery;
(C) The goods are not consumer goods immediately before
delivery; and
(D) The transaction does not create a security interest that
secures an obligation.
(21) "Consignor" means a person that delivers goods to a
consignee in a consignment.
(22) "Consumer debtor" means a debtor in a consumer
transaction.
(23) "Consumer goods" means goods that are used or bought for
use primarily for personal, family, or household purposes.
(24) "Consumer-goods transaction" means a consumer transaction
in which:
(A) An individual incurs a consumer obligation; and
(B) A security interest in consumer goods secures the
obligation.
(25) "Consumer obligation" means an obligation which:
(A) Is incurred as part of a transaction entered into
primarily for personal, family, or household purposes; and
(B) Arises from an extension of credit, or commitment to
extend credit, in an aggregate amount not exceeding forty thousand
dollars, or is secured by personal property used or expected to be
used as a principal dwelling.
"Consumer obligor" means an obligor who is an individual and
who incurred a consumer obligation.
(26) "Consumer transaction" means a transaction in which (A)
an individual incurs a consumer obligation, (B) a security interest
secures the obligation, and (C) the collateral is held or acquired
primarily for personal, family, or household purposes. The term
includes consumer-goods transactions.
(27) "Continuation statement" means an amendment of a
financing statement which:
(A) Identifies, by its file number, the initial financing
statement to which it relates; and
(B) Indicates that it is a continuation statement for, or that
it is filed to continue the effectiveness of, the identified
financing statement.
(28) "Debtor" means:
(A) A person having an interest, other than a security
interest or other lien, in the collateral, whether or not the
person is an obligor;
(B) A seller of accounts, chattel paper, payment intangibles,
or promissory notes; or
(C) A consignee.
(29) "Deposit account" means a demand, time, savings,
passbook, or similar account maintained with a bank. The term does
not include investment property or accounts evidenced by an
instrument.
(30) "Document" means a document of title or a receipt of the
type described in RCW 62A.7-201(2).
(31) "Electronic chattel paper" means chattel paper evidenced
by a record or records consisting of information stored in an
electronic medium.
(32) "Encumbrance" means a right, other than an ownership
interest, in real property. The term includes mortgages and other
liens on real property.
(33) "Equipment" means goods other than inventory, farm
products, or consumer goods.
(34) "Farm products" means goods, other than standing timber,
with respect to which the debtor is engaged in a farming operation
and which are:
(A) Crops grown, growing, or to be grown, including:
(i) Crops produced on trees, vines, and bushes; and
(ii) Aquatic goods produced in aquacultural operations;
(B) Livestock, born or unborn, including aquatic goods
produced in aquacultural operations;
(C) Supplies used or produced in a farming operation; or
(D) Products of crops or livestock in their unmanufactured
states.
(35) "Farming operation" means raising, cultivating,
propagating, fattening, grazing, or any other farming, livestock,
or aquacultural operation.
(36) "File number" means the number assigned to an initial
financing statement pursuant to RCW 62A.9A-519(a).
(37) "Filing office" means an office designated in RCW62A.9A-501
as the place to file a financing statement.
(38) "Filing-office rule" means a rule adopted pursuant to RCW62A.9A-526
.
(39) "Financing statement" means a record or records composed
of an initial financing statement and any filed record relating to
the initial financing statement.
(40) "Fixture filing" means the filing of a financing
statement covering goods that are or are to become fixtures and
satisfying RCW 62A.9A-502 (a) and (b). The term includes the
filing of a financing statement covering goods of a transmitting
utility which are or are to become fixtures.
(41) "Fixtures" means goods that have become so related to
particular real property that an interest in them arises under real
property law.
(42) "General intangible" means any personal property,
including things in action, other than accounts, chattel paper,
commercial tort claims, deposit accounts, documents, goods,
instruments, investment property, letter-of-credit rights, letters
of credit, money, and oil, gas, or other minerals before
extraction. The term includes payment intangibles and software.
(43) "Good faith" means honesty in fact and the observance of
reasonable commercial standards of fair dealing.
(44) "Goods" means all things that are movable when a security
interest attaches. The term includes (A) fixtures, (B) standing
timber that is to be cut and removed under a conveyance or contract
for sale, (C) the unborn young of animals, (D) crops grown,
growing, or to be grown, even if the crops are produced on trees,
vines, or bushes, and (E) manufactured homes. The term also
includes a computer program embedded in goods and any supporting
information provided in connection with a transaction relating to
the program if (i) the program is associated with the goods in such
a manner that it customarily is considered part of the goods, or
(ii) by becoming the owner of the goods, a person acquires a right
to use the program in connection with the goods. The term does not
include a computer program embedded in goods that consist solely of
the medium in which the program is embedded. The term also does
not include accounts, chattel paper, commercial tort claims,
deposit accounts, documents, general intangibles, instruments,
investment property, letter-of-credit rights, letters of credit,
money, or oil, gas, or other minerals before extraction or a
manufactured home converted to real property under chapter 65.20 RCW.
(45) "Governmental unit" means a subdivision, agency,
department, county, parish, municipality, or other unit of the
government of the United States, a state, or a foreign country. The term includes an organization having a separate corporate
existence if the organization is eligible to issue debt on which
interest is exempt from income taxation under the laws of the
United States.
(46) "Health-care-insurance receivable" means an interest in
or claim under a policy of insurance which is a right to payment of
a monetary obligation for health-care goods or services provided.
(47) "Instrument" means a negotiable instrument or any other
writing that evidences a right to the payment of a monetary
obligation, is not itself a security agreement or lease, and is of
a type that in ordinary course of business is transferred by
delivery with any necessary indorsement or assignment. The term
does not include (A) investment property, (B) letters of credit,
(C) writings that evidence a right to payment arising out of the
use of a credit or charge card or information contained on or for
use with the card, (D) writings that do not contain a promise or
order to pay, or (E) writings that are expressly nontransferable or
nonassignable.
(48) "Inventory" means goods, other than farm products, which:
(A) Are leased by a person as lessor;
(B) Are held by a person for sale or lease or to be furnished
under a contract of service;
(C) Are furnished by a person under a contract of service; or
(D) Consist of raw materials, work in process, or materials
used or consumed in a business.
(49) "Investment property" means a security, whether
certificated or uncertificated, security entitlement, securities
account, commodity contract, or commodity account.
(50) "Jurisdiction of organization," with respect to a
registered organization, means the jurisdiction under whose law the
organization is organized.
(51) "Letter-of-credit right" means a right to payment or
performance under a letter of credit, whether or not the
beneficiary has demanded or is at the time entitled to demand
payment or performance. The term does not include the right of a
beneficiary to demand payment or performance under a letter of
credit.
(52) "Lien creditor" means:
(A) A creditor that has acquired a lien on the property
involved by attachment, levy, or the like;
(B) An assignee for benefit of creditors from the time of
assignment;
(C) A trustee in bankruptcy from the date of the filing of the
petition; or
(D) A receiver in equity from the time of appointment.
(53) "Manufactured home" means a manufactured home or mobile
home as defined in RCW 46.04.302.
(54) [Reserved]
(55) "Mortgage" means a consensual interest in real property,
including fixtures, which secures payment or performance of an
obligation.
(56) "New debtor" means a person that becomes bound as debtor
under RCW 62A.9A-203(d) by a security agreement previously entered
into by another person.
(57) "New value" means (A) money, (B) money's worth in
property, services, or new credit, or (C) release by a transferee
of an interest in property previously transferred to the
transferee. The term does not include an obligation substituted
for another obligation.
(58) "Noncash proceeds" means proceeds other than cash
proceeds.
(59) "Obligor" means a person that, with respect to an
obligation secured by a security interest in or an agricultural
lien on the collateral, (A) owes payment or other performance of
the obligation, (B) has provided property other than the collateral
to secure payment or other performance of the obligation, or (C) is
otherwise accountable in whole or in part for payment or other
performance of the obligation. The term does not include issuers
or nominated persons under a letter of credit.
(60) "Original debtor", except as used in RCW 62A.9A-310(c),
means a person that, as debtor, entered into a security agreement
to which a new debtor has become bound under RCW 62A.9A-203(d).
(61) "Payment intangible" means a general intangible under
which the account debtor's principal obligation is a monetary
obligation.
(62) "Person related to," with respect to an individual,
means:
(A) The spouse of the individual;
(B) A brother, brother-in-law, sister, or sister-in-law of the
individual;
(C) An ancestor or lineal descendant of the individual or the
individual's spouse; or
(D) Any other relative, by blood or marriage, of the
individual or the individual's spouse who shares the same home with
the individual.
(63) "Person related to," with respect to an organization,
means:
(A) A person directly or indirectly controlling, controlled
by, or under common control with the organization;
(B) An officer or director of, or a person performing similar
functions with respect to, the organization;
(C) An officer or director of, or a person performing similar
functions with respect to, a person described in (63)(A) of this
subsection;
(D) The spouse of an individual described in (63)(A), (B), or
(C) of this subsection; or
(E) An individual who is related by blood or marriage to an
individual described in (63)(A), (B), (C), or (D) of this
subsection and shares the same home with the individual.
(64) "Proceeds", except as used in RCW 62A.9A-609(b), means
the following property:
(A) Whatever is acquired upon the sale, lease, license,
exchange, or other disposition of collateral;
(B) Whatever is collected on, or distributed on account of,
collateral;
(C) Rights arising out of collateral;
(D) To the extent of the value of collateral, claims arising
out of the loss, nonconformity, or interference with the use of,
defects or infringement of rights in, or damage to, the collateral;
or
(E) To the extent of the value of collateral and to the extent
payable to the debtor or the secured party, insurance payable by
reason of the loss or nonconformity of, defects or infringement of
rights in, or damage to, the collateral.
(65) "Promissory note" means an instrument that evidences a
promise to pay a monetary obligation, does not evidence an order to
pay, and does not contain an acknowledgment by a bank that the bank
has received for deposit a sum of money or funds.
(66) "Proposal" means a record authenticated by a secured
party, which includes the terms on which the secured party is
willing to accept collateral in full or partial satisfaction of the
obligation it secures pursuant to RCW 62A.9A-620, 62A.9A-621, and62A.9A-622
.
(67) "Public-finance transaction" means a secured transaction
in connection with which:
(A) Debt securities are issued;
(B) All or a portion of the securities issued have an initial
stated maturity of at least twenty years; and
(C) The debtor, obligor, secured party, account debtor or
other person obligated on collateral, assignor or assignee of a
secured obligation, or assignor or assignee of a security interest
is a state or a governmental unit of a state.
(68) "Pursuant to commitment," with respect to an advance made
or other value given by a secured party, means pursuant to the
secured party's obligation, whether or not a subsequent event of
default or other event not within the secured party's control has
relieved or may relieve the secured party from its obligation.
(69) "Record," except as used in "for record," "of record,"
"record or legal title," and "record owner," means information that
is inscribed on a tangible medium or which is stored in an
electronic or other medium and is retrievable in perceivable form.
(70) "Registered organization" means an organization organized
solely under the law of a single state or the United States and as
to which the state or the United States must maintain a public
record showing the organization to have been organized.
(71) "Secondary obligor" means an obligor to the extent that:
(A) The obligor's obligation is secondary; or
(B) The obligor has a right of recourse with respect to an
obligation secured by collateral against the debtor, another
obligor, or property of either.
(72) "Secured party" means:
(A) A person in whose favor a security interest is created or
provided for under a security agreement, whether or not any
obligation to be secured is outstanding;
(B) A person that holds an agricultural lien;
(C) A consignor;
(D) A person to which accounts, chattel paper, payment
intangibles, or promissory notes have been sold;
(E) A trustee, indenture trustee, agent, collateral agent, or
other representative in whose favor a security interest or
agricultural lien is created or provided for; or
(F) A person that holds a security interest arising under RCW62A.2-401
, 62A.2-505, 62A.2-711(3), 62A.2A-508(5), 62A.4-210, or62A.5-118
.
(73) "Security agreement" means an agreement that creates or
provides for a security interest.
(74) "Send," in connection with a record or notification,
means:
(A) To deposit in the mail, deliver for transmission, or
transmit by any other usual means of communication, with postage or
cost of transmission provided for, addressed to any address
reasonable under the circumstances; or
(B) To cause the record or notification to be received within
the time that it would have been received if properly sent under
(A) of this subsection.
(75) "Software" means a computer program and any supporting
information provided in connection with a transaction relating to
the program. The term does not include a computer program that is
included in the definition of goods.
(76) "State" means a state of the United States, the District
of Columbia, Puerto Rico, the United States Virgin Islands, or any
territory or insular possession subject to the jurisdiction of the
United States.
(77) "Supporting obligation" means a letter-of-credit right or
secondary obligation that supports the payment or performance of an
account, chattel paper, a document, a general intangible, an
instrument, or investment property.
(78) "Tangible chattel paper" means chattel paper evidenced by
a record or records consisting of information that is inscribed on
a tangible medium.
(79) "Termination statement" means an amendment of a financing
statement which:
(A) Identifies, by its file number, the initial financing
statement to which it relates; and
(B) Indicates either that it is a termination statement or
that the identified financing statement is no longer effective.
(80) "Transmitting utility" means a person primarily engaged
in the business of:
(A) Operating a railroad, subway, street railway, or trolley
bus;
(B) Transmitting communications electrically,
electromagnetically, or by light;
(C) Transmitting goods by pipeline or sewer; or
(D) Transmitting or producing and transmitting electricity,
steam, gas, or water.
(b) Definitions in other Articles. The following definitions
in other Articles apply to this Article:
| "Applicant." | RCW 62A.5-102. | |
| "Beneficiary." | RCW 62A.5-102. | |
| "Broker." | RCW 62A.8-102. | |
| "Certificated security." | RCW 62A.8-102. | |
| "Check." | RCW 62A.3-104. | |
| "Clearing corporation." | RCW 62A.8-102. | |
| "Contract for sale." | RCW 62A.2-106. | |
| "Customer." | RCW 62A.4-104. | |
| "Entitlement holder." | RCW 62A.8-102. | |
| "Financial asset." | RCW 62A.8-102. | |
| "Holder in due course." | RCW 62A.3-302. | |
| "Issuer" with respect to a letter of credit or letter-of-credit right. | RCW 62A.5-102. | |
| "Issuer" with respect to a security. | RCW 62A.8-201. | |
| "Lease." | RCW 62A.2A-103. | |
| "Lease agreement." | RCW 62A.2A-103. | |
| "Lease contract." | RCW 62A.2A-103. | |
| "Leasehold interest." | RCW 62A.2A-103. | |
| "Lessee." | RCW 62A.2A-103. | |
| "Lessee in ordinary course of business." | RCW 62A.2A-103. | |
| "Lessor." | RCW 62A.2A-103. | |
| "Lessor's residual interest." | RCW 62A.2A-103. | |
| "Letter of credit." | RCW 62A.5-102. | |
| "Merchant." | RCW 62A.2-104. | |
| "Negotiable instrument." | RCW 62A.3-104. | |
| "Nominated person." | RCW 62A.5-102. | |
| "Note." | RCW 62A.3-104. | |
| "Proceeds of a letter of credit." | RCW 62A.5-114. | |
| "Prove." | RCW 62A.3-103. | |
| "Sale." | RCW 62A.2-106. | |
| "Securities account." | RCW 62A.8-501. | |
| "Securities intermediary." | RCW 62A.8-102. | |
| "Security." | RCW 62A.8-102. | |
| "Security certificate." | RCW 62A.8-102. | |
| "Security entitlement." | RCW 62A.8-102. | |
| "Uncertificated security." | RCW 62A.8-102. |
[2001 c 32 § 16; 2000 c 250 § 9A-102.]
NOTES:
Effective date -- 2001 c 32: "This act is necessary for the immediate preservation of the public peace, health, or safety, or support of the state government and its existing public institutions, and takes effect July 1, 2001." [2001 c 32 § 55.]